EXHIBIT 10.10
ESTOPPEL CERTIFICATE
Inco Homes Corporation, a Delaware corporation ("Inco"), and Overland
Opportunity Fund, LLC, a California limited liability company ("Overland"),
hereby represent and certify, for the reliance and benefit of Buyers (set forth
in Exhibit "A"), as follows:
1. Inco, as owner, and Overland, as optionee, have entered into that
certain Option Agreement dated December 26, 1996 ("Option Agreement"), and the
Option Agreement only pertains to and encumbers that certain real property
consisting of approximately 71 acres of commercial property described as Lots
20, 21, 22 and 23 in Xxxxx Xx. 00000, Xxxx xx Xxxxxxxxxxx, Xxxxxx of San
Bernardino, State of California, as per Plat recorded in Book 228 of Maps, Pages
76 through 84, inclusive, records of said county (the "Property"). A true and
correct copy of the Option Agreement is attached hereto as Exhibit "B".
2. The term of the Option Agreement has commenced and the Option
Agreement is in full force and effect.
3. There is no existing default on the part of either party to the Option
Agreement. There is no state of facts, which with notice or the passing of
time, or both, that could ripen into a default of either Inco or Overland under
the Option Agreement.
4. There have been no modifications to the Option Agreement, either in
writing, by oral agreement, or by course of dealing between Inco and Overland.
5. Overland acknowledges that Inco has sold the Property, along with
other property, to Buyers pursuant to that certain Agreement for Purchase of
Real Property dated June _____, 1997.
6. The Notice provisions in the Option Agreement remain unchanged,
however, all future Notices to Owner under the Option Agreement will be directed
as follows:
c/o USA Commercial Real Estate Group
0000 Xxxxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
Attn: Xxxxxx Xxxxxxx
Fax No.: (000) 000-0000
With a simultaneous copy to:
Goold, Patterson, XxXxxx & Xxxxxxx
Attn: Xxxxxx X. XxXxxx
0000 Xxxxx Xxxxx Xxxx
Xxx Xxxxx, Xxxxxx 00000
Fax No.: (000) 000-0000
7. This Estoppel Certificate may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
DATED this 11th day of June, 1997.
INCO HOMES CORPORATION OVERLAND OPPORTUNITY FUND,
LLC
By: /s/ Xxx X. Xxxxxx By: XXXX X. XXXX
------------------------------ ---------------------------------
Xxx X. Xxxxxx, President
Its: Managing Member
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EXHIBIT "A"
BUYERS
------
1. MET PARTNERS, LLC, a Nevada
limited liability company
2. PALOMINO PARTNERS LIMITED
PARTNERSHIP, a Nevada limited
partnership
3. X.X. Xxxxx and Xxxxxx X. Xxxxx,
Trustees of the Xxxxx 1984 Trust,
dated 3/19/84
4. Xxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx,
Trustees of the Xxxxxxx 1988 Trust
5. Xxxxxxx X.X. Xxxxx, Trustee of the
Xxxxxxx X.X. Xxxxx and Xxxxxxxx X.
Xxxxx Family Trust
6. Xxxxxx X. Xxxxxxxxxx
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